EXHIBIT 3.16
                             BYLAWS
                               OF
                    SAN JUAN REFINING COMPANY

                               I.
                          SHAREHOLDERS 

     A.  MEETINGS:  The Annual Meeting of Shareholders will be
held in the month of May at the time and place fixed by the
Board.  Special Meetings of Shareholders may be called by the
President, the Board, or the holders of one-tenth of the shares
entitled to vote at the meeting, and will be held at the time and
place fixed by the person calling the Special Meeting.  If the
place of meeting is not fixed, the meeting will be held at the
registered office of the Corporation.

     B.  NOTICE:  Written Notice stating the time, place, and, if
a Special Meeting, the purpose, will be delivered not less than
ten nor more than fifty days before the meeting date either
personally or by mail at the direction of the President, the
Secretary, or the persons calling the meeting, to each
Shareholder of record entitled to vote at the meeting.  If
mailed, a Notice is deemed delivered when deposited postage
prepaid in the United States mail addressed to the Shareholder at
the address shown by the Corporation transfer books.

     C.  QUORUM - VOTING:  A majority of the shares entitled to
vote represented in person or by proxy will constitute a quorum
at a meeting of Shareholders.  A quorum once attained continues
until adjournment despite voluntary withdrawal of enough shares
to leave less than a quorum.  If a quorum is present, the
affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter will be the
act of the Shareholders unless the vote of a greater number or
class voting is required by the Business Corporation Act.

                               II.
                            DIRECTORS

     A.  NUMBER, TENURE, QUALIFICATION, ELECTION:

     The Board will consist of not less than three (3) nor more
than five (5) Directors who will be elected annually by the
Shareholders at their Annual Meeting to serve until their
successors have been elected and qualified.  A Director need not
be a Shareholder or a New Mexico resident.  A Director may be
removed with or without cause by the Shareholders, or may resign. 
Vacancies may be filled by a majority of the remaining Directors
though less than a quorum.  Newly created directorships may be
filled by the Directors for a term of office continuing only
until the next election of Directors by the Shareholders.

     B.  MEETINGS:  An Annual Meeting of the Board will be held
without notice immediately following the Shareholders' Annual
Meeting.  Special Meetings of the Board may be called by any
Director or Officer, and will be held at the time and place fixed
by the person calling the Special Meeting.  Written Notice
stating the time, place and purpose of the Special Meeting will
be delivered either personally, by mail, or by telegram at the
direction of the person calling the meeting, to each Director at
least 24 hours before the Special Meeting time.  If mailed or
telegraphed, a Notice is deemed delivered when deposited, postage
or charges prepaid, with the transmitting agency, addressed to
the Director.

     C.  QUORUM - ACTION:  A majority of the number of Directors
then in office will constitute a quorum at Board Meetings.  A
quorum once attained continues until adjournment despite
voluntary withdrawal of enough Directors to leave less than a
quorum.  The act of a majority of Directors present at a meeting
at which a quorum is present will be the act of the Board.  The
Directors will manage the business and affairs of the
Corporation, and may act only as a Board with each Director
having one vote.

     D.  COMMITTEES:  The Board of Directors, by resolution
adopted by a majority of the full Board, may designate from among
its members one or more committees each of which shall have and
may exercise all the authority of the Board to the extent
provided by law.

                               III.
                             OFFICERS

     A.  NUMBER, TENURE, QUALIFICATION AND ELECTION:  The
officers of the Corporation will be a President/Chief Executive
Officer; Executive Vice President/Chief Operating Officer; Vice
President/Chief Financial Officer; Vice President and General
Counsel, Vice President Administration and Secretary; and, Vice
President Finance, Treasurer and Assistant Secretary, and such
other officers as the Board may decide, who will be elected
annually by the Board at its Annual Meeting to serve until their
successors are elected and qualified.  Officers need not be
Shareholders, or Directors, or New Mexico residents.  An officer
may be removed with or without cause by the Board, or may resign. 
Vacancies and newly created offices will be filled by the Board. 
One person may hold more than one office, but no person may be
both President and Secretary.  Officers will perform the duties,
and will have the power and authority, assigned by the Board,
incident to the office, and provided in these Bylaws.

     B.  PRESIDENT AND EXECUTIVE VICE PRESIDENT:  The President,
or the Executive Vice President during the absence, disability,
or failure to act of the President, will be the chief executive
officer of the Corporation, will preside at all Corporation
meetings, and when authorized will execute and deliver documents
in the name of the Corporation.

     C.  SECRETARY AND ASSISTANTS:  The Secretary, or any
Assistant Secretary during the absence, disability, or failure to
act, of the Secretary, will keep and have custody of, the record
of Shareholders, the stock transfer books, and the minutes of the
proceedings of the Shareholders and Directors, will give all
Notices required, and when authorized will execute, attest, seal
and deliver documents of the Corporation.

     D.  TREASURER AND ASSISTANTS:  The Treasurer, or any
Assistant Treasurer during the absence, disability, or failure to
act, of the Treasurer, will be custodian of the property of, and
will be responsible for keeping, correct and complete books and
records for account for, the Corporation.

                               IV.
                     ACTION WITHOUT A MEETING

     Any action required or permitted to be taken at a meeting of
Shareholders or Directors may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by
all of the Shareholders entitled to vote with respect to the
subject matter thereof, or by all the Directors, as the case may
be.

                                V.
                         WAIVER OF NOTICE

     Whenever any notice is required to be given to any
Shareholder or Director, a waiver thereof in writing signed by
the person entitled to the notice is equivalent to the giving of
the notice.  The attendance of a Shareholder in person or by
proxy, or of a Director, at a meeting constitutes a waiver of
notice of the meeting except when attendance is for the sole
purpose of objecting because the meeting is not lawfully called
or convened.

                               VI.
                               SEAL

     The Board may adopt a corporate seal which the Corporation
may use by impressing or affixing it or a facsimile thereof, but
the failure to have or affix a corporate seal does not affect the
validity of any instrument or any action taken in reliance
thereon or in pursuance thereof.

                              VII.
                 SHARE CERTIFICATES AND TRANSFER

     The Board will adopt a form of certificate to represent the
shares of the Corporation.  Each Shareholder is entitled to a
certificate, signed by the President or Executive Vice President,
and the Secretary or an Assistant Secretary, and representing the
number of full and fractional fully paid shares owned by the
Shareholder.  Share transfer and issuance will be done by the
Secretary, or the designee thereof, in the manner provided by the
Business Corporation Act and Uniform Commercial Code of New
Mexico.  The name and address of the Shareholder to whom the
certificate is issued, the number and class of shares
represented, and the date of original issue or from whom
transferred shall be entered on the record of Shareholders of the
Corporation.  The person or entity in whose name shares stand on
the record of Shareholders of the Corporation will be the
Shareholder and will be deemed by the Corporation to be the owner
of the shares for all purposes whether or not the Corporation has
other knowledge.  Shares will be transferred only on the stock
transfer books of the Corporation.

                              VIII.
                         MONETARY MATTERS

     A.  FUNDS AND BORROWING:  The depository for corporate
funds, the persons entitled to draw against these funds, the
persons entitled to borrow on behalf of the Corporation, and the
manner of accomplishing these matters will be determined by the
Board.

     B.  COMPENSATION:  The compensation for Directors and
Officers will be established by the Board.  Compensation of
employees will be established by the President subject to review
by the Board.

     C.  FISCAL YEAR:  The fiscal year of the Corporation will
end December 31 or such other date as may be established by the
Board.

                               IX.
                        INTERESTED PARTIES

     No transaction of the Corporation will be affected because a
Shareholder, Director, Officer or Employee of the Corporation is
interested in the transaction.  Such interested parties will be
counted for quorum purposes, and may vote, when the Corporation
considers the transaction.  Such interested parties will not be
liable to the Corporation for the party's profits, or the
Corporation's losses, from the transaction.

                                X.
                         INDEMNIFICATION

     The Corporation will indemnify and defend each of its
Officers, Directors and employees, to the full extent permitted
by law, against all claims and actions against any such person by
reason of the fact that the person is or was an Officer, Director
or employee of the Corporation.

                                XI.
                            AMENDMENTS

     These Bylaws may be altered, amended, or repealed by the
Board unless the power to do so is reserved to the Shareholders
by the Articles of Incorporation.
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                       SECRETARY'S CERTIFICATE

     I certify the foregoing to be the true copy of the Bylaws
duly adopted by the Corporation on September 15, 1995.



                               /s/ MORGAN GUST
                               ---------------------------------
                                              Secretary